What changes when the target is abroad
Diligence on a foreign target means reading corporate records, permits, and contracts under the law of the country where it operates, often in another language. Employment rules can differ sharply; in some countries, employee representatives must be informed or consulted before a sale, and reducing staff after closing can be costly. Real estate rights, licenses, and government contracts may not carry over automatically when ownership changes. Some countries screen foreign buyers in sensitive sectors, and merger control filings may be needed where the parties have significant sales. Currency controls or limits on moving money out of the country can affect how the price is paid and how profits come back later.
Preparing the buyer's side
Before diligence starts, it helps to decide which entity will own the target, because that choice affects tax treatment, liability, and later financing. Assemble a team that includes local counsel in the target's country and tax advisers on both sides, and agree on who reviews what so issues do not fall between them. Translate the documents that matter most rather than relying on summaries. A U.S. buyer should also screen the seller, the target, and key business partners against sanctions lists and look at the target's anti-corruption controls, since problems that existed before closing can become the buyer's problems afterward.
Our role in the deal
We work with you on the deal structure, the purchase agreement, and the coordination of local counsel, and we flag where the target's law limits what a U.S.-style agreement can achieve. Representations, indemnities, and escrow or holdback arrangements may need adjusting to what is enforceable and customary in the target's country. Representation and warranty insurance is another option in some markets. At the outset we review the letter of intent, map the approvals and consents the deal may need, and build a timeline that reflects them. That timeline is often the most useful document early on, because regulatory steps abroad tend to set the pace.
